Broberg on the European Commission's jurisdiction to scrutinise mergers /
Saved in:
Author / Creator: | Broberg, Morten P., author. |
---|---|
Uniform title: | European Commission's jurisdiction to scrutinise mergers |
Edition: | Fourth edition. |
Imprint: | Alphen aan den Rijn,The Netherlands : Kluwer Law International ; ©2013. |
Description: | xx, 506 pages : illustrations ; 25 cm. |
Language: | English |
Series: | European monographs ; 16 European monographs ; 16. |
Subject: | |
Format: | Print Book |
URL for this record: | http://pi.lib.uchicago.edu/1001/cat/bib/9338609 |
Table of Contents:
- Preface to the Fourth Edition
- Preface to the Third Edition
- Preface to the Second Edition
- Preface to the First Edition
- Chapter 1. Introduction
- 1.01. Control of Concentrations and the World of Politics
- 1.02. The Scope of the Merger Regulation
- 1.03. One-Stop-Shop
- [A]. The Main Rule
- [B]. The Exceptions
- [C]. The Relationship between the One-Stop-Shop and the Union Dimension
- 1.04. The Thresholds
- 1.05. Basic Overview of the Merger Regulation Procedure
- 1.06. This Work
- [A]. The Subject Matter
- [B]. Structure
- [C]. Cut-off Date for the Work
- Chapter 2. The Undertakings Concerned
- 2.01. Introduction
- 2.02. The General Definition
- [A]. 'The Direct Participants'
- [B]. The Two-Thirds Threshold and the Undertakings Concerned
- [C]. Individuals and Families as Undertakings Concerned
- 2.03. Joint Bidding and Full-Function Joint Ventures
- [A]. Introduction
- [B]. Setting Up a Full-Function Joint Venture
- [C]. Joint Acquisition of Control
- [1]. Introduction
- [2]. Direct and Indirect Joint Acquisition of Control
- [3]. Acquisition of Control by an Independent Joint Venture
- [4]. Consequences of the Distinction between Bid Vehicles and Independent Joint Ventures
- [D]. Acquisition of Joint Control in Order to Split Assets Immediately
- 2.04. Taking Over a Part Only
- [A]. Introduction
- [B]. Definition of a 'Part'
- [C]. Going from Joint to Sole Control
- [D]. Changes in the Number of Parents of a Joint Venture
- [E]. Replacing One Shareholder with Another in a Joint Venture
- [F]. Dividing Jointly Controlled Assets
- [G]. Asset Swaps
- [H]. Demergers
- [I]. Outsourcing
- [J]. Applying Article 5(2) to the Creation of a Joint Venture
- [K]. The British Airways/Dan Air Case
- [1]. Introduction
- [2]. Background
- [3]. The Judgment of the General Court
- [4]. Article 5(2) and Dan Air
- [5]. Minimising the Damage
- [L]. Staggered Transactions
- [1]. Introduction
- [2]. What Transactions Are Covered?
- [3]. When Are the Parties to a Transaction 'the Same'?
- [4]. Creeping Acquisitions
- [5]. How Is the Two-Year Time Limit Calculated?
- [6]. When Must the Commission Examine the Transactions?
- Chapter 3. The Group
- 3.01. Introduction
- 3.02. The Notion of Control
- [A]. Introduction
- [B]. Actual versus Formal Control
- [C]. Direct and Indirect Control
- [D]. The Point in Time when Control must Exist
- [E]. The Four Criteria in Article 5(4)(B)
- [1]. Introduction
- [2]. Owns More than Half the Capital or Business Assets
- [3]. Has the Power to Exercise More than Half the Voting Rights
- [4]. Has the Power to Appoint the Majority of the Board (etc.) of the Undertaking
- [5]. Has the Right to Manage the Undertakings Affairs
- [F]. Networks of Undertakings (Multi-partnerships)
- 3.03. The Related Undertakings
- [A]. Introduction
- [B]. Subsidiaries
- [C]. Parent Undertakings
- [D]. Sister-Undertakings
- [E]. Group-Members Have Joint Control Over an Undertaking
- [F]. Undertakings Concerned have Joint Control over a Third Undertaking
- [G]. The Commission's Approach to Joint Control over the Undertaking Concerned
- [H]. Agents / Intermediaries
- [I]. Investment Funds
- [J]. Public Undertakings
- Chapter 4. The Basic Rules
- 4.01. Introduction
- 4.02. Preceding Financial Year
- [A]. The Main Rule
- [B]. Taking New but Unaudited Figures into Account
- [C]. Acquisitions and Divestitures Completed Since the Preceding Financial Year
- [D]. Financial Year of More/Less than 12 Months Duration
- [E]. Accounts Which Do Not Follow the EU Standards
- [F]. No Reliable Accounts Available
- 4.03. Point in Time for Establishing Jurisdiction
- 4.04. Ordinary Activities
- [A]. The Main Rule
- [B]. Extraordinary Items
- [C]. State Aid
- 4.05. Taxes and Sales Rebates
- 4.06. Conversion into Euros
- 4.07. Intra-Group Sales
- [A]. Introduction
- [B]. Sales between the Undertakings Concerned
- [C]. Joint Ventures and Intra-group Sales
- [1]. Joint Venture Is Not Part of the Group
- [2]. Joint Venture Is Part of the Group
- [3]. Joint Control Only Together with a Third Party
- [D]. Selling Off a Part and Intra-group Sales
- Chapter 5. Geographic Allocation of Turnover
- 5.01. Introduction
- 5.02. The Relevant Sale
- [A]. Sale Out of the Group
- [B]. Sales through Agents
- 5.03. Tangible Products
- [A]. Place of Purchaser, Place of Delivery
- [B]. Place Where the Product Is Used
- [C]. Three Guiding Rules
- [D]. Sale of Rights to Tangible Products
- 5.04. Services
- [A]. The Main Rule
- [B]. Transport and Courier Services
- [1]. Transport of Goods
- [2]. Transport of Persons
- [C]. Telecoms
- [D]. Energy Distribution
- [E]. Banking and Insurance
- [F]. Radio and Television
- [G]. The Internet
- [H]. Commodity Exchanges Etc.
- 5.05. Changes in the European Union Territory
- Chapter 6. The Financial Sector
- 6.01. Introduction
- 6.02. Credit Institutions and Other Financial Institutions
- [A]. Background
- [B]. The Definition of 'Credit Institutions and Other Financial Institutions'
- [C]. Banking Income under the Merger Regulation
- [D]. Geographic Allocation of Banking Income
- 6.03. Insurance Undertakings
- [A]. Introduction
- [B]. Definition of an Insurance Undertaking
- [C]. Gross Premiums Written
- [1]. Introduction
- [2]. Amounts Received and Receivable
- [3]. Contracts Issued by or on Behalf of the Insurance Undertakings
- [4]. Outgoing Reinsurance Premiums
- [5]. Taxes and Parafiscal Contributions or Levies
- [6]. Premiums from the Reserves for Reimbursement in Life Insurance
- [D]. The Definition of 'Residence' in Article 5(3)(b)
- [1]. Introduction
- [2]. Residence Explained
- [3]. Applying the Residence Criterion
- 6.04. Mixed Groups
- [A]. Introduction
- [B]. Article 5 and Mixed Groups
- [C]. Holding Securities on a Temporary Basis (Article 3(5)(A) of the Merger Regulation)
- [D]. The Commission's Approach
- [1]. The AG/Amev Case
- [2]. The Midland Bank Case
- [E]. Evaluating the Mixed Groups Rule
- Chapter 7. The EEA Agreement
- 7.01. Background
- 7.02. The Basic Rules in the EEA Competition-Enforcing System
- [A]. Two Enforcement Bodies
- [B]. Cooperation between the European Commission and the ESA
- [C]. Judicial Review
- 7.03. Jurisdiction
- [A]. Introduction
- [B]. EEA Dimension?
- [C]. EFTA Dimension
- [D]. Allocation of Jurisdiction
- [1]. The Main Rule
- [2]. Referral from the Commission to a Member State
- [3]. Referral from One or More Member States to the Commission
- [4]. Consequences of Splitting the EEA into Two Separate Areas
- [E]. Cooperation in the Field of Concentrations
- 7.04. Final Comment
- Chapter 8. Forum Shopping under the Merger Regulation
- 8.01. introduction
- 8.02. A Brief Outline of the Jurisdictional Rules
- 8.03. Giving the Concentration a Union Dimension
- [A]. Introduction
- [B]. Making an Acquisition through a Joint Venture
- [C]. Escaping the Two-Thirds Rule by Including an Extra Undertaking Concerned
- [D]. Acquisition of Sole Control Over Previously Reduced or Enlarged Companies
- [E]. Splitting One Transaction or Joining More Transactions
- [F]. Other Possibilities
- Chapter 9. Real Union Dimension
- 9.01. Introduction
- 9.02. The Turnover Thresholds and Real Union Dimension
- [A]. 'Real Union Dimension'
- [B]. The External Limit of the Merger Regulation
- [1]. Before the Gencor Judgment
- [2]. The Gencor Judgment by the General Court of the European Union
- [3]. Has the Commission Duly Observed the Regulation's Limits?
- [4]. Conclusion on the Extraterritorial Reach
- [C]. The Internal Limit of the Merger Regulation
- [1]. Member State Control or Union Control?
- [2]. Concentrations with a Real Union Dimension that Escape the Thresholds
- [D]. Conclusion on Whether the Turnover Thresholds Provide a Suitable Definition of 'Real Union Dimension'?
- 9.03. Is it Possible to Improve the Regulation's Definition of Union Dimension?
- [A]. Introduction
- [B]. The Problem in the Present Definition
- [C]. Solutions
- [1]. Introduction
- [2]. Market Shares
- [3]. Size of Transaction
- [4]. Refining the Present System
- [D]. Recommendations for Improving the Delimitation of Jurisdiction
- 9.04. Final Comments
- Bibliography
- Appendix I. Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings
- Appendix II. Commission Regulation (EC) NO. 802/2004 of 21 April 2004 implementing Council Regulation (EC) No. 139/2004 on the control of concentrations between undertakings
- Appendix III. Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings
- Table of Cases
- Index